CORNING INC /NY — Director's Dealing 2011

Feb 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CORNING INC /NY (GLW)
CIK: 0000024741
Period of Report: 2011-02-07

Reporting Person: FLAWS JAMES B (Director, VICE CHAIRMAN & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-07	Common Stock	M	43444	$8.67	Acquired	269478	Direct
2011-02-07	Common Stock	M	43444	$10.05	Acquired	312922	Direct
2011-02-07	Common Stock	M	43445	$10.25	Acquired	356367	Direct
2011-02-07	Common Stock	S	130333	$22.6322	Disposed	226034	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-07	Stock Options (Right to Buy)	$8.67	M	43444	Disposed	2018-12-02	Common Stock (43444)	Direct
2011-02-07	Stock Options (Right to Buy)	$10.05	M	43444	Disposed	2019-01-01	Common Stock (43444)	Direct
2011-02-07	Stock Options (Right to Buy)	$10.25	M	43445	Disposed	2019-02-01	Common Stock (43445)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.60 to $22.65, inclusive. The reporting person undertakes to provide to Corning Incorporated, any security holder of Corning Incorporated, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth previously in this footnote.