Washington, D.C. 20549

                                  SCHEDULE 14A

                  Proxy Statement Pursuant to Section 14(a) of
            the Securities and Exchange Act of 1934 (Amendment No. )

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                              Corning Incorporated
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     [The  following  is being  provided  by  Corning  Incorporated  to  certain
     institutional holders of CityplaceCorning  common stock beginning March 26,

                                                March 26, 2007

     Dear Shareholder:

     We are soliciting your support in opposing a classified  board  stockholder
proposal to be voted on at placeCityCorning's  Annual Meeting on April 26, 2007,
as well as your support for nominees for election to the board of directors.  We
wanted to summarize the following items as you consider your vote:

     o    Overview of our Strategy

     o    Classified Board Proposal

     o    Compensation (CD&A)

         Corporate Strategy
          Corning has a distinctive identity.

     o    Corning is the world leader in specialty glass and ceramics.
     o    We create and make  keystone  components  that enable  high-technology
          systems in multiple markets.
     o    We succeed  through  sustained  investment  in R&D,  over 150 years of
          materials science and process engineering knowledge, and a distinctive
          collaborative culture.

         Corporate Strategy

     o    We grow through global innovation.
     o    We understand the implications of this growth strategy:
          -    Requires deep scientific and technical talent.
          -    Long product development cycles.
          -    High capital investment and operating leverage.
          -    Growth surges driven by substitution curves of new systems.
     o    So we proactively seek to provide balance and stability.
          -    Align our financial strategy with our growth strategy.
     o    While always Living our Values.

         Corporate Strategy
         We've aligned our culture and leadership approach.

     o    Deliver near-term performance while investing for future growth.
          -    Driveoperational excellence across all businesses and functions.
          -    Nurture earlystage research and innovation.
          -    Select and pace promising  projects ... knowing that not all will
          -    Decide   when  to  place  "big  bets"  on  product   and  process
     o    Consistent leadership with deep understanding of our innovation recipe
          and business model.
     o    The  Board  of  Directors  is an  important  part of  this  leadership

         Corporate Strategy
         The Board is an important part of our leadership approach.

     o    What's important?
          -    Consistency over time.
          -    Diverse knowledge and experiences.
          -    Commitment to understanding Corning's technology.
          -    Judgment to make and support "big bets".
     o    Both our Board and management  believe a classified board structure is
          well aligned with our corporate strategy.

         Classified Board Proposal
     o    2006 shareholder proposal.
          -    Results:  72.5% yes/no votes cast in favor;  55.6% of outstanding
     o    Board reconsideration.
          -    Continue    to   believe    classified    board   is   best   for

         Classified Board
     o    12 independent (external) directors (year-end 2006).
     o    Five directors' terms expire every 3 years.
     o    Enhances Board's ability to develop and execute long-term strategy.
     o    Ensures ongoing independence of the company.

         Classified Board
     o    Major innovation requires consistent and patient R&D funding.
     o    Our "innovation recipe" requires:
          -    Attracting and retaining the best scientific talent.
          -    Persistent nurturing of the discovery process.
          -    Investing significant capital for manufacturing.
     o    A stable BOD helps foster  consistency  necessary for innovation  over
          relatively long development cycles.
          -    Example: LCD glass.

         Classified Board
         Other Benefits

     o    Reduces vulnerability to certain hostile and abusive takeover tactics.
     o    Encourages  potential acquirers to initiate  arms-length  negotiations
          with management and seasoned directors.
     o    Prevents quick turnover without paying fair value.
     o    Provides  directors time and leverage  needed to evaluate any takeover
          proposal and consider all options for maximizing shareholder value.

         Classified Board
         Corning's Board and management are not stagnant / entrenched.

     o    Board acted in 2002 to change CEO.
     o    New external directors added:
          -    1999 (1); 2001 (1); 2002 (1); 2004 (1); 2005 (1); 2006 (1).
          -    Likely to add 2 in 2007.
     o    External directors stepping down/retiring:
-        2000 (2); 2001 (1); 2003 (1); 2007 (1).
     o    Scheduled external retirements will require new directors:
          -    2008 (2); 2009 (1); 2010 (2); 2011 (2).

          Our  Proxy  Statement  also  contains  the new  required  Compensation
          Discussion and Analysis (CD&A). The following highlights the structure
          of compensation for named executives.

         Corning compensates named executives through:

     o    Base salary.
     o    Annual cash bonus.
          -    Target EPS.
     o    Performance restricted shares.
          -    Target EPS and operating cash flow.
          -    2 year vesting post earned.
     o    Stock options.
          -    Granted same time every year.
     o    Benefits = All other USA employees.
     o    Perquisites.

     o    CEO targeted at median of peer comparison group.
          -    Peer companies will be listed in the new CD&A.
     o    Named executives:
          -    Target ~70% in equity (options and performance shares).
          -    Target ~50% on annual performance (bonus + performance shares).

     I hope you will join our Board in opposing the  shareholder  proposal  that
seeks to eliminate  our  classified  board,  and in electing the nominees to the
Board of Directors.

                                 Very truly yours,

                                  /s/ James B. Flaws
                                 James B. Flaws
                                 Vice Chairman and Chief Financial Officer