Corning Incorporated

                        5,000,000 Shares of Common Stock
                                ($.50 par value)

     This  prospectus   relates  to  the  sale  by  and  on  behalf  of  Corning
Incorporated,  from time to time, by the Corning Incorporated  Retirement Master
Trust  (the  "Trust")  created  as a part of,  and on  behalf  of,  the  Corning
Incorporated Pension Plan (the "Plan"), of 5,000,000 shares of our common stock,
par value $.50 per share.  We have been  authorized by our Board of Directors to
make voluntary  contributions of up to 10,000,000  shares of our common stock to
the Trust. The shares of our common stock will be issued and  contributed,  from
time to time, by us to the Trust to fund certain of our obligations to the Plan.

     Our common stock is listed on the New York Stock  Exchange under the symbol
"GLW." On November 2, 2005,  the closing price of our common stock,  as reported
on the New York Stock Exchange, was $20.38 per share.

     The shares,  when  issued,  may be sold,  from time to time,  in  brokerage
transactions   on  the  New  York  Stock  Exchange,   in  privately   negotiated
transactions,  or otherwise.  These sales may be for negotiated prices or on the
open market at prevailing  market prices. We will not receive any portion of the
proceeds of the sale of the common stock offered by this  prospectus and we will
bear all expenses  incident to registration of the common stock.  The Trust will
be responsible for expenses incurred in selling the common stock, which expenses
may include,  among other things,  underwriting  discounts,  brokerage  fees and


Investing in our common stock  involves  risks.  See the section  entitled "Risk
Factors"  beginning on page 8 to read about the risks you should consider before
buying our common stock.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.


                 The date of this Prospectus is November 3, 2005

                                Table of Contents


Important Notice To Readers.................................................2
Forward-Looking Statements..................................................3
Prospectus Summary..........................................................5
Risk Factors................................................................8
Use Of Proceeds............................................................15
Price Range Of Common Stock................................................16
Description Of Corning Capital Stock.......................................17
Plan Of Distribution.......................................................19
Legal Matters..............................................................21
Experts  ..................................................................21
Where You Can Find More Information........................................21

                           IMPORTANT NOTICE TO READERS

     This prospectus is part of a registration  statement that we filed with the
Securities  and  Exchange  Commission,  or  SEC,  using a  "shelf"  registration
process.  Under this shelf  registration  process,  the Trust may,  from time to
time,  offer  shares of our common stock owned by it. Each time the Trust offers
common stock under this  prospectus,  it will provide a copy of this  prospectus
and, if applicable, a copy of a prospectus supplement. You should read both this
prospectus  and, if  applicable,  any  prospectus  supplement  together with the
information  incorporated  by reference in this  prospectus.  See "Where You Can
Find More Information" for more information.

     You should rely only on the information  contained in this  prospectus.  We
have not authorized  anyone to provide you with information  different from that
contained in this prospectus.  The Trust is offering to sell, and seeking offers
to buy shares of our common stock only in  jurisdictions  where offers and sales
are permitted.  The information contained in this prospectus is accurate only as
of the  date of this  prospectus,  regardless  of the time of  delivery  of this
prospectus or of any sale of our common stock.  In this  prospectus,  "Corning,"
"we,"  "us,"  and  "our"  refer to  Corning  Incorporated  and its  consolidated
subsidiaries,  and the  "Trust"  refers to the Corning  Incorporated  Retirement
Master Trust.

                           Forward-Looking Statements

     Statements  included in this prospectus and in the documents we incorporate
by reference,  which are not historical  facts, are  forward-looking  statements
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the  Securities  Exchange  Act of 1934,  and  include,  among  other  things,
estimates  and  assumptions  related to economic,  competitive  and  legislative
developments.  Words  such  as  "anticipates,"  "expects,"  "intends,"  "plans,"
"believes,"  "seeks,"   "estimates,"   variations  of  such  words  and  similar
expressions are intended to identify such forward-looking statements. Similarly,
statements  that  describe  our  objectives,  plans  or  goals  are  or  may  be
forward-looking  statements.  These  forward-looking  statements  have been made
based upon management's  expectations and beliefs concerning future developments
and their potential  effect upon us. These  forward-looking  statements  involve
known and unknown  risks,  uncertainties  and other  factors  that may cause our
actual  results,  performance  or  achievements  to be different from any future
results,  performance and achievements expressed or implied by these statements.
In  connection   with   forward-looking   statements,   which  appear  in  these
disclosures,  investors  should  carefully  review the factors set forth in this
prospectus under "Risk Factors." Such risks and uncertainties  include,  but are
not limited to:

-    global economic and political conditions;
-    tariffs, import duties and currency fluctuations;
-    product demand and industry capacity;
-    competitive products and pricing;
-    sufficiency of manufacturing capacity and efficiencies;
-    availability and costs of critical components and materials;
-    new product development and commercialization;
-    order activity and demand from major customers;
-    fluctuations in capital spending by customers;
-    possible  disruption in commercial  activities  due to terrorist  activity,
     armed conflict, political instability or major health concerns;
-    facility expansions and new plant start-up costs;
-    effect of regulatory and legal developments;
-    capital resource and cash flow activities;
-    ability to pace capital spending to anticipated  levels of customer demand,
     which may fluctuate;
-    interest costs;
-    credit rating and ability to obtain  financing and capital on  commercially
     reasonable terms;
-    adequacy and availability of insurance;
-    financial risk management;
-    capital spending;
-    acquisition and divestiture activities;
-    rate of technology change;
-    level of excess or obsolete inventory;
-    ability to enforce patents;
-    adverse litigation;
-    product and components performance issues;
-    stock price fluctuations;
-    rate of substitution by end-users  purchasing LCDs for notebook  computers,
     desktop monitors and televisions;

-    downturn in demand for LCD glass substrates;
-    customer  ability,  most notably in the Display  Technologies  segment,  to
     maintain   profitable   operations  and  obtain  financing  to  fund  their
     manufacturing expansions;
-    fluctuations in supply chain inventory levels;
-    equity  company  activities,  principally  at Dow Corning  Corporation  and
     Samsung Corning Co., Ltd.;
-    movements in foreign  exchange rates,  primarily the Japanese yen, Euro and
     Korean won; and
-    other risks  detailed  in  Corning's  Securities  and  Exchange  Commission

                               PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this prospectus.
It is not  complete  and is  qualified in its entirety by, and should be read in
conjunction  with, the more detailed  information  (including "Risk Factors" and
financial information) appearing elsewhere in this prospectus, as well as in the
documents incorporated by reference in this prospectus.

                                   Our Company

     We trace our origins to a glass  business  established in 1851. The present
corporation was  incorporated in the State of New York in December 1936, and our
name was changed from Corning Glass Works to Corning  Incorporated  on April 28,

     We  are a  global,  technology-based  corporation  that  operates  in  four
reportable business segments:

     o    Display Technologies:
     o    Telecommunications;
     o    Environmental Technologies; and
     o    Life Sciences.

     The Display  Technologies  segment manufactures glass substrates for active
matrix liquid  crystal  displays  (LCD's)  which are used  primarily in notebook
computers,   flat   panel   desktop   monitors,   and   LCD   televisions.   The
Telecommunications  segment  produces  optical fiber and cable, and hardware and
equipment   products  for  the  worldwide   telecommunications   industry.   The
Environmental  Technologies  Segment includes ceramic technologies and solutions
for emissions and pollution control in mobile and stationary applications around
the world, including gasoline and diesel substrate and filter products. The Life
Sciences Segment manufactures laboratory products including microplate products,
coated  slides,  filter  plates for genomics  sample  preparation,  plastic cell
culture dishes,  flasks,  cryogenic  vials,  roller  bottles,  mass cell culture
products,  liquid  handling  instruments,  Pyrex(R)  glass  beakers,  pipettors,
serological pipettes, centrifuge tubes and laboratory filtration products.

     Our principal office is located at One Riverfront Plaza,  Corning, New York
14831.  Our  telephone  number  is (607)  974-9000.  We  maintain  a Web site at  Our Web site, and the information  contained therein, is not a
part of this prospectus.

                                    The Trust

     The  Trust is a part of,  and was  created  to hold  certain  assets of the
Corning  Incorporated Pension Plan, which we refer to as the Plan, in segregated
accounts.  This  prospectus  covers  the  sale  by  and  on  behalf  of  Corning
Incorporated,  from time to time, by the Trust of 5,000,000 shares of our common
stock.  The Plan and the Trust  are  intended  to be  tax-qualified  within  the
meaning of Sections  401(a) and 501(a) of the Internal  Revenue Code of 1986, as
amended.   The  Trust  is  funded  by   individual   participant   and   Corning
contributions,  which are held for the sole  benefit  of plan  participants  and
beneficiaries and which pay for proper expenses of plan administration.

     JP  Morgan  Chase  Bank,  N.A.,  the  Trustee,  serves  as  trustee  of the
segregated  accounts in the Trust in accordance  with a Trust Agreement dated as
of September 6, 1978 and a Master Trust  Agreement  dated as of January 1, 1986,
each as amended.

     We have  been  authorized  by our  Board  of  Directors  to make  voluntary
contributions of up to

10,000,000  shares of our common  stock to the Trust on or before  December  31,
2005. We will make  contributions to the Trust from time to time in amounts that
are not greater than ten percent of the total assets held by the Trust  pursuant
to the Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA").
Our Board of Directors has directed that the Trustee promptly sell the shares of
our common stock upon  contribution.  The Trustee is responsible  for custody of
the shares,  and will be  responsible  for the  disposition of the shares of our
common stock.

     As of the date of this  prospectus,  the Trust  beneficially  owned 549,000
shares of our  common  stock.  We cannot  estimate  the  number of shares of our
common stock that the Trust will hold in the future.

     The Trustee will receive customary  compensation in its role as Trustee. It
is currently  intended that JP Morgan  Securities,  Inc. will serve as broker in
effecting  the sale of the shares of common  stock for the  Trust,  for which JP
Morgan  Securities,  Inc.  will receive  customary  compensation  for serving as
broker.  The Trustee  serves,  and may in the future serve,  as trustee for debt
securities issued or to be issued under our Indentures. The Trustee has provided
commercial  banking and other  services for us and our related  companies in the
past and may do so in the future.

                                  The Offering
     Issuer...................... Corning Incorporated

     The  Trust................... Corning Incorporated Retirement Master Trust

     Shares of common stock...... 5,000,000 shares

     Use  of proceeds  .......... We will not receive any  proceeds  from the
                                  sale of shares of common  stock by the Trust.
                                  The Trust will  receive all of the net  
                                  proceeds  from the sale of shares of our 
                                  common  stock offered by this prospectus. 
                                  See "Use of Proceeds."

     Listing  ................... Our shares of common stock are listed on the
                                  New York Stock Exchange, under the symbol "GLW".

     Risk factors  .............. See  "Risk  Factors"  on  page  8  of  this
                                  prospectus for a discussion of factors you 
                                  should  carefully  consider before deciding to
                                  invest in our common stock.

                                  RISK FACTORS

     Set forth  below are some of the  principal  risks and  uncertainties  that
could  cause  our  actual  business  results  to  differ   materially  from  any
forward-looking statements or other projections contained in this prospectus. In
addition,  future results could be materially  affected by general  industry and
market  conditions,  changes  in laws or  accounting  rules,  general  U.S.  and
non-U.S.  economic  and  political  conditions,   including  a  global  economic
slowdown,  fluctuation of interest rates or currency exchange rates,  terrorism,
political  unrest or  international  conflicts,  political  instability or major
health concerns, natural disasters or other disruptions of expected economic and
business conditions.  These risk factors should be considered in addition to our
cautionary  comments concerning  forward-looking  statements in this prospectus,
including  statements  related to  markets  for our  products  and trends in our
business  that  involve  a  number  of risks  and  uncertainties.  Our  separate
statement labeled Forward-Looking Statements should be considered in addition to
the statements below.

Our  sales  could be  negatively  impacted  if one or more of our key  customers
substantially reduce orders for our products

     Our customer base is relatively  concentrated  with 10 or fewer significant
customers  accounting for a high  percentage  (greater than 50%) of net sales in
most of our businesses. Corning's twelve largest customers account for about 50%
of our sales.  However,  no  individual  customer  accounts for more than 10% of
consolidated sales.

     Our Display Technologies,  Telecommunications,  Environmental Technologies,
and Life  Sciences  segments  have  concentrated  customer  bases.  If we lose a
significant  customer in any of these businesses,  or if one or more significant
customers  reduce  orders,  our sales could be  negatively  impacted.  Corning's
Display  Technologies  segment  manufactures  and sells  glass  substrates  to a
concentrated  customer  base  comprised  of LCD panel and  color  filter  makers
primarily located in Japan and Taiwan.  The most significant  customers in these
markets are AU Optronics Corp., Chi Mei Optoelectronics  Corp., Hannstar Display
Corp., Dai Nippon Printing Co., Ltd., Sharp Corporation, and Toppan CFI (Taiwan)
Co.,  Ltd. For the nine months ended  September  30, 2005,  these LCD  customers
accounted  for 73% of the  Display  Technologies  segment  sales.  In  addition,
Samsung Corning  Precision's sales were also concentrated,  with three LCD panel
makers in Korea  (Samsung  Electronics  Co.,  Ltd.,  LG Philips LCD Co., and BOE
Hydis  Technology  Co.,  Ltd.)  accounting  for 88% of sales for the nine months
ended September 30, 2005.

     Although the sale of LCD glass  substrates  has  increased  from quarter to
quarter  in 2005,  there can be no  assurance  that  this  positive  trend  will
continue.  Our  customers  are LCD panel and color  filter  makers,  and as they
switch to larger size glass,  the pace of their  orders may be uneven while they
adjust their  manufacturing  processes and  facilities.  Additionally,  consumer
preferences for panels of differing  sizes, or price or other factors,  may lead
to pauses in market  growth  from time to time.  There is further  risk that our
customers may not be able to maintain profitable operations or access sufficient
capital to fund ongoing expansions, which may limit their pace of orders to us.

     Our  Telecommunications  segment  customers'  purchases of our products are
affected by their

capital expansion plans,  general market and economic uncertainty and regulatory
changes,  including  broadband  policy.  For the nine months ended September 30,
2005, one customer  accounted for 15% of our  Telecommunications  segment sales,
and 10  customers  accounted  for  51% of  total  segment  sales.  Sales  in the
Telecommunications    segment    continue   to   be   impacted   by    Verizon's
fiber-to-the-premises  project.   Fiber-to-the-premises  sales  to  Verizon  are
dependent on Verizon's  planned targets for homes passed and connected.  Changes
in Verizon's deployment plan, or additional reductions in their inventory levels
of fiber-to-the-premises products, could adversely affect future sales.

     In the Environmental  Technologies segment,  sales of our ceramic substrate
and filter  products for automotive and diesel  emissions and pollution  control
fluctuate with production and sales of automobiles  and other vehicles,  as well
as changes in  governmental  laws and  regulations  for air quality and emission
controls. Sales in our Environmental  Technologies segment are primarily to four
manufacturers of emission control systems who then sell to automotive and diesel
engine  manufacturers.  A portion of our  automotive  products  are sold to U.S.
engine  manufacturers,  and as a result,  our future  sales  could be  adversely
impacted by slowdowns in automotive production by these manufacturers.

     Sales in our Life Sciences segment in 2004 were primarily through two large
distributors to government entities, pharmaceutical and biotechnology companies,
hospitals,  universities  and other  research  facilities.  One of Life Sciences
primary  distributors  changed its business strategy,  and Corning notified this
distributor that it would not renew its existing distribution  agreement,  which
expired in April 2005. We are actively  working to transition  the sales through
this  distributor to our remaining  primary  distributor  and other existing and
developing  channels.  However,  this change will likely  adversely impact sales
volumes in the short term. For the full year, sales may be adversely impacted by
approximately  10% as a result of this change in our distribution  channel.  For
the nine months ended  September  30, 2005,  our remaining  primary  distributor
accounted for 50% of total segment sales.

If we do not  successfully  adjust  our  manufacturing  volumes  and fixed  cost
structure,  or achieve  manufacturing  yields or sufficient product reliability,
our operating results could suffer, and we may not achieve  profitability levels

     We are investing  heavily in additional  manufacturing  capacity of certain
businesses,  including  forecasted 2005 capital spending of $1.1 billion to $1.2
billion to expand our liquid  crystal  display  glass  facilities in response to
anticipated  increases  in customer  demand and  approximately  $160  million in
anticipation  of the emerging market for diesel emission  control  systems.  The
speed  of  constructing  the new  facilities  presents  challenges.  We may face
technical and process issues in moving to commercial production. There can be no
assurance that Corning will be able to pace its capacity expansion to the actual
demand.  While the LCD industry  has grown  rapidly,  it is possible  that glass
manufacturing capacity may exceed customer demand during certain periods.

     The  manufacturing  of our  products  involves  highly  complex and precise
processes,  requiring  production in highly  controlled and clean  environments.
Changes  in  our  manufacturing  processes  or  those  of  our  suppliers  could
significantly reduce our manufacturing  yields and product reliability.  In some
cases,  existing  manufacturing  may be  insufficient  to achieve  the volume or
requirements  of our  customers.  We will  need  to  develop  new  manufacturing
processes and  techniques to achieve  targeted  volume,  pricing and cost levels
that will permit profitable operations. While we continue to fund projects

to improve  our  manufacturing  techniques  and  processes,  we may not  achieve
satisfactory cost levels in our manufacturing activities that will fully satisfy
our yield and margin targets.

Our future  operating  results  depend on our ability to  purchase a  sufficient
amount of materials, parts and components to meet the demands of our customers.

     Our ability to meet  customer  demand  depends,  in part, on our ability to
obtain timely and adequate delivery of materials,  parts and components from our
suppliers and our internal  manufacturing  capacity. We may experience shortages
that could adversely  affect our  operations.  Although we work closely with our
suppliers to avoid these types of shortages,  there can be no assurances that we
will not encounter  these  problems in the future.  Furthermore,  certain of our
components  are available only from a single source or limited  sources.  We may
not be able to find  alternate  sources  in a  timely  manner.  A  reduction  or
interruption  in supplies,  or a  significant  increase in the price of supplies
could have a material adverse effect on our businesses.

     During the third quarter of 2005,  certain suppliers  suffered  disruptions
from hurricanes in the southern United States.  Although we have not encountered
any significant supply shortages, we cannot guarantee we will not in the future.

We have incurred, and may in the future incur,  restructuring and other charges,
the amounts of which are difficult to predict accurately

     We have recorded several charges for  restructuring,  impairment of assets,
and the  write-off of cost and equity based  investments.  It is possible we may
record  additional  charges  for  restructuring  or other asset  impairments  if
additional actions become necessary to align costs to a reduced level of demand,
or  respond to  increased  competition,  regulatory  actions,  or other  factors
impacting our businesses.

If the  markets for our  products  do not  develop and expand as we  anticipate,
demand for our products may decline,  which would negatively  impact our results
of operations and financial performance

     The  markets  for  our  products  are  characterized  by  rapidly  changing
technologies,  evolving industry  government  standards and frequent new product
introductions.  Our success is expected to depend,  in substantial  part, on the
timely and successful introduction of new products, upgrades of current products
to comply  with  emerging  industry  government  standards,  and our  ability to
compete with new technologies and products of other suppliers.  In addition, the
following  factors  related to our  products  and the markets  for them,  if not
achieved, could have an adverse impact on our results of operations:

     o    our ability to introduce leading products such as glass substrates for
          liquid  crystal  displays,  optical  fiber and cable and  hardware and
          equipment,  and  environmental  substrate  products  that can  command
          competitive prices in the marketplace;
     o    our  ability to  maintain  or achieve a  favorable  sales mix of large
          generation sizes of liquid

          crystal display glass;
     o    our ability to anticipate technological and market trends;
     o    our  ability  to  develop  new   products  in  response  to  favorable
          government regulations and laws, particularly  environmental substrate
          diesel filter products in the Environmental Technologies segment;
     o    continued strong demand for notebook computers;
     o    the rate of  substitution  by  end-users  purchasing  LCD  monitors to
          replace cathode ray tube monitors;
     o    the rate of growth in purchases of LCD  televisions  to replace  other
     o    the rate of growth  of the  fiber-to-the-premises  build-out  in North

We face pricing pressures in each of our leading businesses that could adversely
affect our results of operations and financial performance

     We periodically face pricing pressures in each of our leading businesses as
a result of intense  competition,  emerging new technologies,  or over-capacity.
While we will work toward reducing our costs to respond to the pricing pressures
that may  continue,  we may not be able to achieve  proportionate  reductions in
costs.  As a result  of  overcapacity  and the  current  economic  and  industry
downturn in the Telecommunications segment, pricing pressures continued in 2005,
particularly  in our optical fiber and cable  products.  We  anticipate  pricing
pressures  will continue into 2006 and beyond.  Increased  pricing  pressure may
develop in our Display  Technologies  segment as our customers  strive to reduce
their costs and our competitors strive to expand production.

We have  incurred,  and may in the future incur,  goodwill and other  intangible
asset impairment charges

     At  September  30,  2005,  Corning had  goodwill of $277  million and other
intangible assets of $103 million.  While we believe the estimates and judgments
about future cash flows used in the goodwill impairment tests are reasonable, we
cannot provide assurance that future impairment  charges will not be required if
the expected  cash flow  estimates as  projected by  management  do not occur or
change based on market conditions.

We may be limited in our ability to obtain  additional  capital on  commercially
reasonable terms

     Although we believe  existing cash,  short-term  investments  and borrowing
capacity,  collectively,  provide adequate  resources to fund ongoing  operating
requirements,  we may be  required  to  seek  additional  financing  to  compete
effectively in our markets.  Our public debt ratings affect our ability to raise
capital  and the cost of such  capital.  Our ratings as of November 2, 2005 were
BBB- from both Fitch,  Inc. and Standard & Poor's, a division of the McGraw-Hill
Companies, Inc. and Baa3 from Moody's Investors Service, a subsidiary of Moody's
Corporation.  Any  downgrades  may increase our  borrowing  costs and affect our
ability to access the debt capital markets.

     We are subject under our revolving  credit facility to financial  covenants
that  require  us to  maintain a ratio of total  debt to  capital  and  interest
coverage ratio, as defined under the revolving credit facility.  These covenants
may limit our ability to borrow  funds.  Future  losses or  significant  charges

could materially  affect these ratios,  which may reduce the amounts we are able
to borrow under our revolving credit facility.

If our products or materials purchased from our suppliers experience performance
issues, our business will suffer

     Our  business   depends  on  the   production  of  excellent   products  of
consistently  high  quality.  To this end,  our  products,  including  materials
purchased  from  our  suppliers,  are  tested  for  quality  both  by us and our
customers.  Nevertheless,  our products are highly  complex,  and our customers'
testing  procedures  are limited to  evaluating  our  products  under likely and
foreseeable failure scenarios. For various reasons (including, among others, the
occurrence of performance problems  unforeseeable in testing),  our products and
materials purchased from our suppliers may fail to perform as expected.  In some
cases,  product  redesigns or  additional  capital  equipment may be required to
correct a defect. In addition, any significant or systemic product failure could
result in customer relations problems, lost sales, and financial damages.

We face intense competition in most of our businesses

     We  expect  that  we  will  face  additional   competition   from  existing
competitors,  low  cost  manufacturers  and new  entrants.  Because  some of the
markets in which we compete have been historically characterized by rapid growth
and technology changes,  smaller niche and start-up companies, or companies with
lower  operating  costs may become our principal  competitors in the future.  We
must invest in research and development,  expand our engineering,  manufacturing
and marketing capabilities, and continue to improve customer service and support
in order to remain competitive. We cannot provide assurance that we will be able
to maintain or improve our competitive position.

We may experience difficulties in enforcing our intellectual property rights and
we may be subject to claims of infringement of the intellectual  property rights
of others

     We may encounter  difficulties  in  protecting  our  intellectual  property
rights or obtaining  rights to  additional  intellectual  property  necessary to
permit us to continue or expand our  businesses.  We cannot  assure you that the
patents that we hold or may obtain will provide  meaningful  protection  against
our  competitors  or  competitive  technologies.  Litigation may be necessary to
enforce our intellectual  property  rights,  to protect our trade secrets and to
determine  the  validity  and scope of our  proprietary  rights.  Litigation  is
inherently  uncertain and the outcome is often  unpredictable.  Other  companies
hold patents on technologies used in our industries and are aggressively seeking
to expand, enforce and license their patent portfolios.

     The  intellectual  property  rights of others could  inhibit our ability to
introduce new products.  We are, and may in the future be,  subject to claims of
intellectual  property  infringement or misappropriation that may result in loss
of revenue or require us to incur substantial  costs. We cannot assure you as to
the outcome of such claims.

Current or future  litigation  may harm our  financial  condition  or results of

     Pending,   threatened   or  future   litigation   is  subject  to  inherent
uncertainties. Our financial condition or results of operations may be adversely
affected by unfavorable outcomes, expenses and costs exceeding amounts estimated
or  insured.  In  particular,  we have been  named as a  defendant  in  numerous
lawsuits  against PCC and several other  defendants  involving  claims  alleging
personal  injury from exposure to asbestos.  As described in Legal  Proceedings,
our negotiations with the  representatives of asbestos claimants have produced a
tentative  settlement,  but certain  cases may still be litigated  and the final
approval of the tentative  settlement  is subject to a number of  uncertainties.
Final approval of a global  settlement  through the PCC  bankruptcy  process may
impact the results of operations for the period in which such costs, if any, are
recognized.  Total charges of $635 million have been incurred through  September
30,  2005;  however,  additional  charges  are  possible  due to  the  potential
fluctuation in the price of our common stock,  other adjustments in the proposed
settlement, and other litigation factors.

We face risks related to our international operations and sales

     We have customers and significant  operations,  including manufacturing and
sales,  located  outside the U.S.  We have large  manufacturing  operations  for
liquid crystal display glass  substrates in the Asia-Pacific  region,  including
equity  investments  in  companies  operating  in South  Korea that make  liquid
crystal display glass and in China that make  telecommunications  products,  and
several  significant  customers are located in this region. As a result of these
and other international operations, we face a number of risks, including:

     o    geographical concentration of our factories and operations;
     o    major health concerns such as Severe Acute Respiratory Syndrome (SARS)
          or avian flu;
     o    difficulty of effectively managing our diverse global operations;
     o    change in regulatory requirements;
     o    tariffs,  duties  and  other  trade  barriers  including  anti-dumping
     o    undeveloped legal systems; and
     o    political and economic instability in foreign markets.

     Any of these  items  could  cause  our  sales  and/or  profitability  to be
significantly reduced.

We face risks through our equity method  investments in companies that we do not

     Corning's net income includes  significant equity in earnings of associated
companies. For the nine months ended September 30, 2005, we have recognized $412
million of equity  earnings,  of which $482  million  came from our two  largest
investments; Dow Corning Corporation (which makes silicone products) and Samsung
Corning  Precision  Glass Co., Ltd.  (which makes liquid crystal display glass).
Samsung Corning Precision is located in the Asia-Pacific region and, as such, is
subject  to  those  geographic  risks  referred  to  above.  With  50% or  lower
ownership,  we do not control such equity  companies  nor their  management  and
operations.  Performance of our equity  investments may not continue at the same
levels in the  future.  In the third  quarter  of 2005,  we  recognized  charges
associated with Samsung Corning Co., Ltd. (our 50% equity method investment that
makes glass panels and funnels for  conventional  televisions),  which  recorded
significant  fixed asset  impairment  charges.  As the  conventional  television
market will be negatively  impacted by strong growth in the LCD glass market, it

is  reasonably  possible  that Samsung  Corning Co.,  Ltd. may incur  additional
restructuring or impairment charges or net operating losses in the future.

We face risks due to foreign currency fluctuations

     Because we have  significant  customers  and  operations  outside the U.S.,
fluctuations in foreign currencies, especially the Japanese yen and Euro, affect
our sales and profit levels.  Foreign  exchange rates may make our products less
competitive in countries where local currencies decline in value relative to the
dollar.  Sales in our Display  Technologies  segment are denominated in Japanese
yen. For the nine months ended  September  30,  2005,  the Display  Technologies
segment  represented 36% of Corning's sales.  Based on the expected sales growth
of the Display Technologies  segment,  our exposure to currency  fluctuations is
increasing.  Although we hedge significant transaction risk, we do not currently
hedge translation risk.

If the  financial  condition of our customers  declines,  our credit risks could

     We have experienced,  and in the future may experience,  losses as a result
of our inability to collect our accounts receivable, as well as the loss of such
customer's  ongoing  business.  If our  customers  fail  to meet  their  payment
obligations to us,  including  deposits due under long-term  purchase and supply
agreements in our Display Technologies segment, we could experience reduced cash
flows and  losses in excess of  amounts  reserved.  As of  September  30,  2005,
reserves for trade receivables totaled approximately $28 million.

We may not have adequate insurance coverage for claims against us

     We face the risk of loss resulting from, and adverse  publicity  associated
with, product liability, securities, fiduciary liability, intellectual property,
antitrust, contractual,  warranty, fraud and other lawsuits, whether or not such
claims are valid. In addition, our product liability,  fiduciary,  directors and
officers,  property and  comprehensive  general  liability  insurance may not be
adequate to cover such claims or may not be  available  to the extent we expect.
Our insurance costs have increased and may increase further.  We may not be able
to get  adequate  insurance  coverage  in the  future  at  acceptable  costs.  A
successful claim that exceeds or is not covered by our policies could require us
to pay substantial  sums. Some of the carriers in our excess insurance  programs
are in  liquidation  and may not be able to  respond  if we should  have  claims
reaching  into  excess  layers.  The  financial  health  of other  insurers  may
deteriorate  and these  insurers  may not be able to respond  if we should  have
claims  reaching into excess layers.  In addition,  we may not be able to insure
against  certain  risks or obtain  some types of  insurance,  such as  political
risks, terrorism or war insurance.

We cannot assure you that our stock price will not decline

     The market price of our common stock may  fluctuate in response to a number
of factors,  some of which are beyond our control. The price of our common stock
may be impacted  by,  among  other  things,  our  operational  performance,  the
expectations of the market and our ability to meet those expectations,  industry
and general market  conditions.  As a result of these or other market conditions

changes,  there can be no assurance  that the price of our common stock will not
decline in the future.

Future sales of our common stock could lower the price of our common stock

     After this  offering,  we will have  1,529,211,864  shares of common  stock
outstanding,  assuming no  exercise of  outstanding  options.  The shares  being
offered  in this  offering  will be  freely  tradable  under  federal  and state
securities laws, to the extent that they are not purchased by our affiliates. In
the  future,  we may issue  additional  shares to our  employees,  directors  or
consultants,  or in connection with corporate  alliances or acquisitions,  or in
follow-on  offerings to raise  additional  capital.  As such,  the issuance of a
substantial  number of shares of our  common  stock in the public  market  could
occur at any time.  The  issuance of  additional  shares could reduce the market
price of our common stock.

                                 USE OF PROCEEDS

     The proceeds  from the sale of the shares being offered are for the account
of the Trust.  Corning  will not receive any portion of the proceeds of the sale
of the  common  stock  offered  by this  prospectus  and  Corning  will bear all
expenses  incident  to  registration  of the  common  stock.  The Trust  will be
responsible  for expenses  incurred in selling the common stock,  which expenses
may include,  among other things,  underwriting  discounts,  brokerage  fees and

                           PRICE RANGE OF COMMON STOCK

         Our common stock is listed on the New York Stock Exchange under the
symbol "GLW". The table below sets forth, for the periods indicated, the
intra-day high and low sales prices for our common stock as reported on the NYSE
Composite Tape and dividends declared on our common stock.

                                                         High          Low       Declared Per
                                                             Price Range            Share
First Quarter........................................   $11.15        $6.14         $-
Second Quarter.......................................     7.95         2.80          -
Third Quarter........................................     4.50         1.36          -
Fourth Quarter.......................................     5.00         1.10          -
First Quarter........................................     6.40         3.34          -
Second Quarter.......................................     8.49         5.27          -
Third Quarter........................................    10.06         7.15          -
Fourth Quarter.......................................    12.34         9.23          -
First Quarter........................................    13.89        10.00          -
Second Quarter.......................................    13.19        10.08          -
Third Quarter........................................    13.03         9.29          -
Fourth Quarter.......................................    12.96        10.16          -
First Quarter........................................    12.40        10.61          -
Second Quarter.......................................    17.08        10.97          -
Third Quarter........................................    21.95        16.03          -
Fourth Quarter (through November 2, 2005)............    20.58        19.70          -

     The last  reported  sale  price of our  common  stock on the New York Stock
Exchange on November 2, 2005 was $20.38


Authorized Capital Stock

     Corning's  authorized  capital stock  consists of  3,800,000,000  shares of
common stock, $.50 par value, and 10,000,000 shares of preferred stock, $100 par

Common Stock

     As of October 28,  2005,  there were  1,524,211,864  outstanding  shares of
Corning common stock held by approximately 26,979 holders of record. The holders
of Corning  common  stock are entitled to one vote for each share on all matters
submitted to a vote of shareholders  and do not have  cumulative  voting rights.
Corning's board of directors is classified  into three classes of  approximately
equal  size,  one of which is  elected  each  year.  Accordingly,  holders  of a
majority  of the  Corning  common  stock  entitled  to vote in any  election  of
directors may elect all of the directors  standing for election.  The holders of
Corning  common  stock are  entitled  to share  ratably in all assets of Corning
which are legally  available  for  distribution,  after payment of all debts and
other  liabilities  and  subject to the prior  rights of any  holders of Corning
preferred  stock then  outstanding.  Effective July 9, 2001,  Corning's board of
directors  determined  that no future  dividends  will be paid.  The  holders of
Corning common stock have no preemptive, subscription,  redemption or conversion
rights.  The  outstanding  shares of  Corning  common  stock are fully  paid and
nonassessable.  The rights,  preferences  and  privileges  of holders of Corning
common stock are subject to the rights of the holders of shares of any series of
Corning preferred stock which Corning may issue in the future.

Preferred Stock

     Corning has designated  2,400,000 shares of its preferred stock as Series A
junior participating  preferred stock and 5,750,000 shares as Series C mandatory
convertible preferred stock. All remaining 613,805 outstanding shares of Corning
Series C mandatory  convertible preferred stock converted into 31,189,273 shares
of Corning  common stock on August 16,  2005.  Therefore,  no Corning  preferred
stock is  currently  outstanding.  Series A  preferred  stock  is  reserved  for
issuance  upon  exercise  of the rights  distributed  to the  holders of Corning
common stock pursuant to the Corning Rights Agreement referred to below.

     Corning's board of directors has the authority, without further shareholder
approval,  to  create  other  series  of  preferred  stock,  to issue  shares of
preferred  stock in such  series  up to the  maximum  number  of  shares  of the
relevant class of preferred stock authorized, and to fix the dividend rights and
terms, conversion rights and terms, voting rights,  redemption rights and terms,
liquidation  preferences,  sinking funds and any other rights,  preferences  and
limitations  applicable  to each such  series of Corning  preferred  stock.  The
purpose of authorizing Corning's board of directors to determine such rights and
preferences  is to  eliminate  delays  associated  with a  shareholder  vote  on
specific  issuances.  The issuance of Corning  preferred stock,  while providing
flexibility  in  connection  with  possible  acquisitions  and  other  corporate
purposes,  could,  among  other  things,  adversely  affect the voting  power of
holders of Corning common stock and, under certain  circumstances,  make it more
difficult for a third party to gain control of Corning.

Rights Agreement

     Corning has  adopted a Rights  Agreement,  dated as of June 5, 1996,  which
provides  for the  issuance  of one right to the holder of each share of Corning
common stock. Ten days after any person or

group  acquires  or  announces  its  intention  to  acquire  20% or  more of the
outstanding  Corning  common stock,  each Corning right will entitle the holder,
other than the acquiring  person or group,  to purchase one  one-hundredth  of a
share of Series A preferred  stock,  at an exercise  price of $41.67  subject to
certain antidilution adjustments.

     If a person or group  announces its intention to acquire 20% or more of the
outstanding  Corning common stock or if Corning is acquired in a merger or other
business  combination or sells 50% or more of its assets or earning power,  each
Corning right,  other than a Corning right  beneficially  owned by the acquiring
person or group, which will be void, will entitle the holder to purchase, at the
exercise price,  common stock of the acquiring  person or group having a current
market value of two times the exercise price of the right.  Prior to a person or
group acquiring 50% or more of the outstanding  Corning common stock,  Corning's
board of  directors  may also elect to issue a share of Corning  common stock in
exchange for each Corning right, other than Corning rights held by the acquiring
person or group.

     The Corning rights expire on July 15, 2006,  unless this expiration date is
extended or the Corning  rights are exchanged or redeemed by Corning before such
date. Prior to an announcement by a person or group of its intent to acquire 20%
or more of the outstanding Corning common stock,  Corning may redeem the Corning
rights in whole,  but not in part, for $.01 per Corning  right,  or it may amend
the Corning  Rights  Agreement  in any way without the consent of the holders of
the Corning rights.

Transfer Agent and Register

     The  transfer   agent  and  registrar  for  the  Corning  common  stock  is
Computershare Investor Services LLC in Chicago, Illinois.

                              PLAN OF DISTRIBUTION

     We have  been  authorized  by our  Board  of  Directors  to make  voluntary
contributions of up to 10,000,000  shares of our common stock to the Trust on or
before  December 31, 2005.  Our Board of Directors has directed that the Trustee
promptly  sell the  shares of common  stock upon  contribution.  The Trust is an
underwriter  within the meaning of the  Securities  Act of 1933, as amended (the
"Securities  Act"). The Trust may offer the shares from time to time,  depending
on market  conditions and other factors,  in one or more transactions on the New
York Stock  Exchange or any other  national  securities  exchange  or  automated
interdealer  quotation  system  on which  shares  of our  common  stock are then
listed, through negotiated transactions or otherwise. The shares will be sold at
prices  and on terms then  prevailing,  at prices  related  to the  then-current
market price or at  negotiated  prices.  The shares may be offered in any manner
permitted by law, including through  underwriters,  brokers,  dealers or agents,
and  directly  to one or more  purchasers.  Sales of the shares may  involve:  

     o    ordinary  brokerage  transactions  and  transactions in which a broker
          solicits purchasers;

     o    block  transactions in which the broker or dealer engaged will attempt
          to sell shares as agent,  but may position and resell a portion of the
          block as principal to facilitate the transaction;

     o    purchases by a broker or dealer as principal  and resale by the broker
          or dealer for its account; or

     o    sales to  underwriters  who will acquire  shares for their own account
          and  resell  them in one or more  transactions  at fixed  prices or at
          varying prices determined at the time of sale.

     The Trust and/or  purchasers  of the shares may pay brokers and dealers for
selling  shares.  These payments may be in the form of  underwriting  discounts,
concessions or commissions.  Any broker dealer who sells or assists the Trust in
selling  the  shares  may be deemed an  underwriter  within  the  meaning of the
Securities Act. If they are deemed to be underwriters, any brokerage commissions
or discounts may be deemed to be underwriting  discounts and  commissions  under
the Securities Act. We will file, as necessary, a prospectus supplement when the
Trust notifies us that it has entered into an arrangement  with an  underwriter,
broker or dealer for the sale of shares. The prospectus supplement will disclose
certain material information, including: 

     o    the number of shares being offered;

     o    the terms of the offering;

     o    any discounts, commissions or other compensation paid to underwriters,
          brokers or dealers;

     o    the public offering price;

     o    any discounts, commissions or concessions allowed or reallowed or paid
          by any underwriters to dealers; and

     o    other material terms of the offering.

     In order to  comply  with  securities  laws of  certain  jurisdictions,  if
applicable,  the  shares  may  be  sold  in  these  jurisdictions  only  through
registered   or  licensed   brokers  or  dealers.   In   addition,   in  certain

jurisdictions, the shares may not be sold unless the shares have been registered
or qualified for sale in these jurisdictions,  or an exemption from registration
or qualification is available and complied with. The Trust and any other persons
participating  in the sales of the shares  pursuant  to this  prospectus  may be
subject to  applicable  provisions  of the  Securities  Exchange Act of 1934, as
amended (the "Exchange  Act") and the rules and  regulations  under the Exchange

     Rather than selling  shares under the  prospectus,  the Trust may also sell
shares in reliance upon Rule 144 of the  Securities  Act,  provided it meets the
criteria and conforms to the requirements of Rule 144.

     We will not receive any of the proceeds  from the sale of the shares by the
Trust.  We will bear the costs of  registering  the shares under the  Securities
Act,  including the registration fee under the Securities Act,  accounting fees,
printing  fees,  fees and  disbursements  of our  counsel,  and certain fees and
disbursements  of counsel to the  Trustee.  The Trust  will be  responsible  for
underwriting  discounts,  brokerage fees and  commissions,  if any,  incurred in
connection with the sale of shares.

     We  have  agreed  to  indemnify  the  Trust  against  certain  liabilities,
including liabilities under the Securities Act, or to contribute to payments the
Trust may be required to make in respect of those liabilities.

     We have agreed to maintain the effectiveness of the registration  statement
of which this  prospectus  is a part until the  earlier of (a) the date on which
all of the shares  registered  under the  registration  statement  of which this
prospectus  is a part are sold and (b) the one year  anniversary  of the date of
the contribution to the Trust.

     The  pension  plan is a  "pension  plan" as  defined  in ERISA.  Prohibited
transactions  under Title I of ERISA and Section  4975 of the Code,  could arise
if,  absent an  available  exemption,  a person  or entity  which is a "party in
interest," as defined under ERISA, or a "disqualified  person," as defined under
the Code,  were to purchase  any of the shares being  offered by the Trust.  Any
such potential  purchaser  should  consult with counsel to determine  whether an
exemption is available with respect to any such purchase.

                                  LEGAL MATTERS

     The validity of the shares of our common stock is being passed on for us by
William D. Eggers,  Esq.,  Senior Vice President and General  Counsel of Corning
Incorporated.  Mr.  Eggers owns  substantially  less than 1% of the  outstanding
shares of our common stock.


     The financial  statements and management's  assessment of the effectiveness
of internal control over financial  reporting (which is included in Management's
Report on  Internal  Control  Over  Financial  Reporting)  incorporated  in this
prospectus  by  reference  to our Annual  Report on Form 10-K for the year ended
December  31,  2004 have  been so  incorporated  in  reliance  on the  report of
PricewaterhouseCoopers  LLP, an independent  registered  public accounting firm,
given on the authority of said firm as experts in auditing and accounting.


     Corning is  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934 and, in accordance therewith file reports, proxy statements
and other information with the Securities and Exchange Commission.  The reports,
proxy statements and other  information filed by Corning with the Commission can
be viewed  electronically  through the  Commission's  Electronic Data Gathering,
Analysis and Retrieval (EDGAR) system. The Commission maintains a World Wide Web
site  at   that  contains  reports,  proxy  and  information
statements and other information  regarding registrants that file electronically
with the Commission.  Copies can be inspected and copied at the public reference
facilities maintained by the Commission at 100 F Street, N.E., Washington,  D.C.
20549.  Information  regarding  the Public  Reference  Room may be  obtained  by
calling the Commission at (800) 732-0330.  Corning common stock is listed on the
New York Stock Exchange.  Reports and other information  concerning  Corning may
also be  inspected  at the  offices  of the New York  Stock  Exchange,  20 Broad
Street, New York, New York 10005.

     Corning has filed with the Commission a registration  statement on Form S-3
under the  Securities  Act with  respect to the shares of Corning  common  stock
issued in connection with its proposed contribution of shares of common stock to
the Trust for the benefit of the Plan.  This prospectus does not contain all the
information set forth in the registration statement,  selected portions of which
are omitted in accordance with the rules and regulations of the Commission.  For
further  information  with  respect to Corning  and the  Corning  common  stock,
reference is made to the registration statement (including its exhibits).

     The Commission  allows us to  "incorporate by reference"  information  into
this prospectus,  which means that we can disclose important  information to you
by referring  you to another  document  filed  separately  with the  Commission.
Statements  contained  in this  prospectus  or in any document  incorporated  by
reference  in this  prospectus  as to the  contents  of any  contract  or  other
document referred to herein or therein are not necessarily complete, and in each
instance  reference is made to the copy of such contract or other  document,  if
any, filed as an exhibit to the  registration  statement or such other document,
each such  statement  being  qualified  in all respects by such  reference.  The
information  incorporated by reference is deemed to be part of this  prospectus.
This  prospectus  incorporates  by reference  the documents set forth below that
Corning  has  previously  filed with the  Commission.  These  documents  contain
important information about Corning and its finances.

         Corning Filings (File No. 1-03247)          Period 
         ----------------------------------          ------

         Annual Report on Form 10-K............Year ended December 31, 2004
                                               Filed February 22, 2005

         Quarterly Reports on Form 10-Q .......Quarter ended March 31, 2005 
                                               Filed April 26, 2005
                                               Quarter ended June 30, 2005
                                               Filed July 29, 2005 
                                               Quarter ended September 30, 2005
                                               Filed November 2, 2005

         Registration Statement on Form 8-A....Filed July 11, 1996

         Current Reports on Form 8-K...........Filed January 26, 2005 
                                               Filed February 8, 2005 
                                               Filed March 1, 2005
                                               Filed March 17, 2005 
                                               Filed May 2, 2005
                                               Filed May 2, 2005 
                                               Filed May 2, 2005 
                                               Filed June 21, 2005
                                               Filed July 21, 2005 
                                               Filed September 20, 2005 
                                               Filed September 21, 2005 
                                               Filed October 7, 2005

         Current Report on form 8-K/A .........Filed May 2, 2005

     All documents and reports subsequently filed by Corning pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be  incorporated by reference in this prospectus and
to be a part hereof from the date of filing of such  documents  or reports.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.

     This prospectus  incorporates  important business and financial information
about  Corning  that is not  included  in or  delivered  with  this  prospectus.
Documents  incorporated by reference which are not presented herein or delivered
herewith  (other  than  exhibits to such  documents  unless  such  exhibits  are
specifically  incorporated by reference) are available to any person,  including
any beneficial  owner, to whom this prospectus is delivered,  on written or oral
request, without charge to: Corning Incorporated, One Riverfront Plaza, Corning,
New  York  14831  (telephone  number  (607)  974-9000),   Attention:   Corporate