CORNING INC /NY — Director's Dealing 2004

Apr 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CORNING INC /NY (GLW)
CIK: 0000024741
Period of Report: 2004-03-31

Reporting Person: OCONNOR JAMES J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-31	Phantom Stock	$0	A	2007.98	Acquired		Common Stock (2007.98)	Direct

Footnotes

F1: Phantom stock units convert to the cash value of the company's common stock on a one-for-one basis.

F2: Distribution of phantom stock units in cash under the Non-Employee Directors' Deferred Compensation Plan is deferred until separation from Corning.