CORNING INC /NY — Director's Dealing 2009

Jan 5, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CORNING INC /NY (GLW)
CIK: 0000024741
Period of Report: 2008-12-31

Reporting Person: OCONNOR JAMES J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-31	Phantom Stock	$0	A	4197.27	Acquired		Common Stock (4197.27)	Direct

Footnotes

F1: Distribution of phantom stock units in cash under the Non-Employee Directors' Deferred Compensation Plan is deferred until a specific date as elected by the participant or termination of service as a Director of Corning.

F2: Phantom stock units convert to the cash value of the company's common stock on a one-for-one basis.