CORNING INC /NY — Director's Dealing 2011

Apr 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CORNING INC /NY (GLW)
CIK: 0000024741
Period of Report: 2011-04-28

Reporting Person: OCONNOR JAMES J (Retired Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-28	Phantom Stock	$0	A	895.1	Acquired		Common Stock (895.1)	Direct
2011-04-28	Phantom Stock	$0	M	127611.44	Disposed		Common Stock (127611.44)	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 upon Mr. O'Connor's retirement as a Director of Corning.